Hilltop (HTH) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on July 23, 2026, with stockholders of record as of April 27, 2026, eligible to vote on key proposals.

• Proposals include electing thirteen directors, a non-binding advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for 2026.

• Proxy materials are distributed electronically to reduce environmental impact and costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Stockholders will vote on electing thirteen directors, approving executive compensation on an advisory basis, and ratifying the independent auditor.

• The board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by January 29, 2027, to be considered for inclusion.

Board of directors and corporate governance

• The board is not classified; all directors are elected annually.

• Recent board changes include resignations and new appointments, with two new directors added in April 2026.

• The board maintains a majority of independent directors, with independence reviewed annually.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Risk, Investment, and Executive; the Merger and Acquisition Committee was dissolved in January 2026.

• The board conducts annual performance evaluations and encourages diverse backgrounds and skills among directors.

• Stockholders can communicate directly with the board, and director nomination procedures are detailed for shareholder recommendations.